The Compensation Committee is responsible for establishing and governing the compensation and benefit practices of the Company. The Compensation Committee assists the Board of Directors in determining the compensation of the Company's executive officers and senior management and recommends to the Board annual and long-term compensation for the Company's executive officers and senior management. In addition to its annual review of the compensation of the Company's officers, the Compensation Committee administers the Company's 2008 Performance Incentive Plan, 2006 Stock Incentive Plan and the Amended and Restated Willdan Group, Inc. 2006 Employee Stock Purchase Plan.  The Committee has the authority to designate officers, directors or key employees eligible to participate in the plans, to prescribe the terms of any award of stock options, to interpret the plans, and to make all other determinations for administering the plans. Our Chief Executive Officer recommends to the Compensation Committee salary, annual bonus and long-term compensation levels for less senior officers, including the other Named Executive Officers. Our other executive officers, including the other Named Executive Officers, do not currently have any role in determining or recommending the form or amount of compensation paid to our Named Executive Officers or our other executive officers.

 

The Compensation Committee is authorized to retain and terminate any compensation consultant engaged to assist in the evaluation of the compensation of our senior executive officers (including all of the Named Executive Officers).

 

The Compensation Committee charter requires that the Compensation Committee consist of three or more members of the Board, each of whom satisfies the independence requirements under Nasdaq Rules and the Exchange Act.  The Board has affirmatively determined that each member of the Compensation Committee satisfies these independence requirements.